HomeMy WebLinkAboutExhibit ACITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
James Reyes
City Manager
FROM: Chuck O. Ellis
Director,
Parks and Recreation Department
DATE: June 1, 2026
SUBJECT: Request for Waiver of Competitive
Bidding —City Commission Meeting June 11,
2026 Authorizing Agreement with Street
Soccer USA
REFERENCES:
ENCLOSURES: Draft Agreement with Exhibits as
Backup, Draft Resolution
The Department of Parks and Recreation respectfully requests approval of a waiver of
competitive bidding for the proposed draft agreement between the City of Miami and Street
Soccer USA, Inc. that will be on the June 11, 2026 City Commission Meeting, for
improvements, programming, and maintenance at Henry Reeves Park.
Street Soccer USA, Inc. has proposed to donate, at no cost to the City, the design, permitting,
construction, and installation of a new community soccer facility at Henry Reeves Park
consisting of approximately 10,000 square feet of recreational improvements, including two
enclosed small -sided soccer fields ("mini pitches"), artificial turf, goals, rebound wall systems,
lighting, associated site improvements, and a modified shipping -container
clubhouse/community gathering space. The donated improvements will become City property
upon completion and acceptance by the City.
In addition to providing the capital improvements at its sole expense, Street Soccer USA, Inc.
has committed to maintaining the facility throughout the term of the agreement at no cost to the
City.
Street Soccer USA, Inc. will also provide structured recreational programming and community
engagement activities at the facility, including free after -school youth soccer programming,
community events, tournaments, and recreational opportunities designed to serve residents of
the surrounding neighborhood. Outside of scheduled programming, the facility will remain open
and accessible to the public without admission fees. The City retains the right to utilize the
facility for municipal programs and community purposes.
The requested waiver is justified because the proposed agreement is not a traditional
procurement of goods or services. Rather, it is a unique donation and public -benefit partnership
under which Street Soccer USA, Inc. is contributing substantial privately funded capital
improvements, specialized soccer programming, and long-term maintenance services. In
addition, the FIFA 2026 World Cup is taking place starting June 11, 2026 and the City would not
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be able to undergo a competitive bidding process to construct the improvements itself within
that time.
Conducting a competitive solicitation would not reasonably achieve the City's objectives
because the City is not seeking to purchase these improvements or services with public funds.
Instead, the City is being offered a fully funded recreational opportunity together with ongoing
programming and maintenance commitments that are uniquely associated with Street Soccer
USA, Inc. Therefore, for the reasons stated above, the competitive bidding process is neither
practicable nor advantageous to the City to accomplish its objectives.
The Department respectfully requests approval of the waiver of competitive bidding with Street
Soccer USA, Inc.
(—Signed by
Approved:
James Reyes, City Manager
Date: June 2, 2026 118:52:52 E[
c: Barbara Hernandez, MPA, Assistant City Manager/Chief of Operations
Natasha Colebrook -Williams, Deputy City Manager
Thomas M. Fossler, Assistant City Attorney, Office of the City Attorney
Jacqueline Lorenzo, Assistant City Attorney, Office of the City Attorney
Annie Perez, CPPO, Director/Chief Procurement Officer, Department of Procurement
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City of Miami
Legislation
Resolution
Enactment Number: R-
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PURSUANT TO SECTIONS 18-85(A), 18-86(A)(3)(C), AND 18-115 OF THE CODE OF
THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), BY A FOUR -FIFTHS
(4/STHS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING,
RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S WRITTEN
FINDINGS, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT
COMPETITIVE SEALED BIDDING IS NOT PRACTICABLE OR IS NOT
ADVANTAGEOUS TO THE CITY OF MIAMI, FLORIDA ("CITY") FOR THE
PROCUREMENT OF TWO (2) WORLD CUP MINI SOCCER PITCHES AND
CLUBHOUSE AT HENRY REEVES PARK ("IMPROVEMENTS") AND AWARDING A
CONTRACT TO STREET SOCCER USA INC. ("CONTRACTOR") TO CONSTRUCT
SAID IMPROVEMENTS AND TO UTILIZE THE SAME FOR COMMUNITY
PROGRAMMING FOR AN INITIAL TERM OF TEN (10) YEARS FROM THE DATE OF
ACCEPTANCE WITH TWO (2) OPTION(S) TO RENEW FOR ADDITIONAL FIVE-
YEAR (5-YEAR) TERMS AT NO COST TO THE CITY; AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, WITH CONTRACTOR FOR THE GOODS
CONSISTENT WITH THE TERMS SET FORTH HEREIN; FURTHER AUTHORIZING
THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY DOCUMENTS,
INCLUDING AMENDMENTS, RENEWALS, AND EXTENSIONS, ALL IN FORMS
ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO ALL ALLOCATIONS,
APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, AND IN COMPLIANCE
WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING, THE CITY OF
MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL
INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY
CODE, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND
REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami, Florida ("City") has been selected as a Host City for the
FIFA World Cup 2026, which presents a unique opportunity to promote soccer, youth recreation,
community programming, and long-term recreational legacy projects within the City; and
WHEREAS, Street Soccer USA Inc. ("Contractor"), working in coordination with the
Greater Miami Sports Commission, Inc. d/b/a FIFA World Cup 2026 Miami Host Committee
("Host Committee"), has offered to donate, furnish, and install two (2) World Cup mini soccer
pitches and a clubhouse at Henry Reeves Park, located at 600 Northwest 10th Street, Miami,
Florida 33136 ("Park"), at no cost to the City ("Improvements"); and
WHEREAS, the proposed Improvements will support the City's parks and recreation
objectives by expanding access to soccer facilities, youth sports, mentorship, and community -
based programming at the Park; and
WHEREAS, in consideration of Contractor's donation, furnishing, and installation of the
Goods, Contractor has requested a revocable license to utilize the Goods and clubhouse for
community programming for an initial term of ten (10) years from the date of acceptance, with
two (2) options to renew for additional five-year (5-year) terms, subject to the terms and
conditions of a revocable license agreement in a form acceptable to the City Attorney; and
WHEREAS, the City's authorization of Contractor's use of the Improvements shall be by
revocable license only, shall not constitute a lease, easement, deed, conveyance, or other
transfer of any real property interest in the Park or any other City -owned property, and shall
remain subject to all applicable City rights, approvals, permits, laws, rules, regulations, and the
terms of the final revocable license agreement; and
WHEREAS, pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as
amended ("City Code"), the City Manager has made written findings, attached and incorporated
as Exhibit "A," that competitive sealed bidding is not practicable or is not advantageous to the
City for the procurement of the Goods due to the unique nature of Contractor's donation, the
coordination with the Host Committee, the no -cost benefit to the City, and the proposed
community programming and recreational legacy benefits associated with the FIFA World Cup
2026; and
WHEREAS, after an advertised public hearing, and by a four -fifths (4/5ths) affirmative
vote, the City Commission desires to ratify, confirm, and approve the City Manager's written
findings, approve the procurement of the Goods from Contractor, accept the donation of the
Goods, and authorize the City Manager to negotiate and execute a revocable license agreement
with Contractor, in a form acceptable to the City Attorney, consistent with the terms set forth
herein;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing,
pursuant to Section 18-85(a), 18-86(a)(3)(c), and 18-115 of the City Code, the City Manager's
recommendation and written finding, attached and incorporated as Exhibit "A," that the
requirements for competitive sealed bidding methods are waived as not being practicable or
advantageous to the City for the provision of the Services is hereby ratified, confirmed, and
approved.
Section 3. The City Manager is authorized' to negotiate and execute a contract, in a
form acceptable to the City Attorney, with Contractor to construct the Improvements and to utilize
the same for community programming for an initial term of ten (10) years from the date of
acceptance with two (2) options to renew for additional five-year (5-year) terms at no cost to the
City.
Section 4. The City Manager is further authorized' to negotiate and execute all other
documents, including any amendments, renewals, and extensions, all in forms acceptable to the
City Attorney, subject to allocations, appropriations and budgetary approval having been
previously made, and in compliance with applicable provisions of the City Code, including, the
City of Miami's Procurement Ordinance, Anti -deficiency Act, and Financial Integrity Principles,
all as set forth in Chapter 18 of the City Code, and in compliance with applicable regulations, as
1 The authorization herein is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City
Charter and Code provisions.
may be necessary for said purpose.
Section 5. This Resolution shall become effective immediately upon its adoption.
DONATION ACCEPTANCE AND
PROGRAMMING AND MAINTENANCE AGREEMENT
This Donation Acceptance and Programming and Maintenance Agreement (this
"Agreement") is made and entered into on this day of , 2026 (the
"Effective Date"), by and between the City of Miami, a Florida municipal corporation, whose
address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (the "City"), and Street Soccer USA Inc.,
a Colorado nonprofit corporation, whose address is 106B Nassau Avenue, #240 Brooklyn, New
York 11222 (the "Donor"). The City and the Donor may be referred to individually as a "Party"
and collectively as the "Parties."
RECITALS
WHEREAS, the City owns and operates a public park commonly known as Henry Reeves
Park, located at 528 Northwest 10th Street, Miami, Florida 33136 (the "Park"); and
WHEREAS, the Donor has proposed to donate, at no cost to the City, certain recreational
improvements to be located at the Park, including two small -sided soccer fields commonly referred
to as "mini pitches" and a related support structure commonly referred to as a "clubhouse,"
together with associated site improvements, equipment, and appurtenances as further specified in
Exhibit "A," attached and incorporated herein (collectively, the "Improvements"); and
WHEREAS, the Donor desires to design, permit, furnish, and construct the Improvements
at its sole cost and expense, using qualified contractors, in compliance with applicable laws, codes,
and permitting requirements, and subject to the City's review and approval rights as provided in
this Agreement; and
WHEREAS, the City desires to accept the donation of the Improvements for a public
purpose, subject to the terms and conditions of this Agreement, including the City's inspection and
written acceptance of the Improvements in accordance with this Agreement; and
WHEREAS, the Parties intend that, upon the City's written acceptance of the
Improvements, the Improvements will be and remain the property of the City, free and clear of
liens and other encumbrances, and will be maintained for public benefit at the Park; and
WHEREAS, as a material condition to the City's acceptance of the Improvements, the
Donor has agreed to maintain the Improvements at the Donor's sole cost and expense, in
accordance with the maintenance standards and other requirements set forth in this Agreement;
and
WHEREAS, in furtherance of the public purpose of the Improvements and as consideration
for the Donor's ongoing maintenance and programming commitments, the City is willing to grant
the Donor a limited license to access and use the Park and Improvements to provide recreational
programming, subject at all times to the City's retained rights, Park rules, applicable laws, and the
terms and conditions of this Agreement; and
WHEREAS, the City retains all governmental powers, regulatory authority, and control
over the Park, including the right to prioritize and reserve the Park and Improvements for municipal
purposes and public use, as provided in this Agreement; and
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NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below.
Capitalized terms used but not defined in these definitions have the meanings assigned
elsewhere in this Agreement.
1.1. "Acceptance" means the City's written acceptance of the Improvements following
Substantial Completion, inspection, and satisfaction of the acceptance requirements set
forth in this Agreement, including delivery of all closeout items required by the City.
1.2. "Agreement" has the meaning set forth in the preamble.
1.3. "City" has the meaning set forth in the preamble.
1.4. "City Reserved Use" means the City's right to schedule and use the Park and the
Improvements for municipal purposes, City -sponsored programs, community events,
maintenance, repairs, emergencies, or other governmental purposes, without charge, as
further provided in this Agreement.
1.5. "Contractors" means the Donor's contractors, subcontractors, suppliers, consultants,
vendors, agents, representatives, employees, volunteers, and invitees, and any other
persons or entities acting by, through, under, or on behalf of the Donor in connection with
the design, permitting, construction, maintenance, repair, replacement, or programming
under this Agreement.
1.6. "Days" means calendar days unless specifically stated otherwise.
1.7. "Deliverables" means the plans, drawings, specifications, submittals, schedules, reports,
closeout documents, as -built documents, maintenance logs, programming reports, and any
other documents or materials required to be provided to the City under this Agreement or
any Exhibit.
1.8. "Donor" has the meaning set forth in the preamble.
1.9. "Effective Date" has the meaning set forth in the preamble.
1.10. "Force Majeure Event" means an event beyond the reasonable control of the
affected Party, including hurricanes and other severe weather events, floods, fires, acts of
terrorism, war, civil unrest, labor disputes not limited to the affected Party's workforce,
epidemics and pandemics, or governmental orders, provided that lack of funds, changes
in market conditions, or the Donor's inability to obtain financing are not Force Majeure
Events.
1.11. "Improvements" has the meaning set forth in the Recitals and includes, without
limitation, the the two small -sided mini pitch soccer field improvements, the clubhouse
support structure and related components, and all associated site work, equipment,
furnishings, fixtures, appurtenances, and other items donated and installed pursuant to
Exhibit A.
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1.12. "Maintenance Standard" means the minimum maintenance, repair, and upkeep
standards and requirements set forth in this Agreement and Exhibit B, as the same may be
updated in accordance with this Agreement.
1.13. "Park" has the meaning set forth in the Recitals.
1.14. "Programming" means recreational, educational, athletic, community, and related
programming activities conducted by or on behalf of the Donor at or using the Park and
the Improvements pursuant to the license granted under this Agreement, as further
described in Exhibit C, and excludes any activity prohibited by law, City policy, or Park
rules.
1.15. "Programming Hours" means the days and hours during which the Donor is
authorized to conduct Programming pursuant to this Agreement and Exhibit C, as such
schedule may be adjusted in accordance with this Agreement, subject to City Reserved
Use, closures, and other limitations.
1.16. "Substantial Completion" means the stage at which the Improvements have been
completed in accordance with Exhibit A and all applicable approved plans and permits to
the extent necessary for the City to safely access, operate, and use the Improvements for
their intended public recreational purpose, with only minor items of incomplete work,
adjustment, repair, or correction remaining that do not materially interfere with such safe
access, operation, or use. Substantial Completion includes completion of all required life -
safety and code -related components, successful completion of all required inspections,
and issuance of any required certificate of completion, temporary certificate of occupancy,
certificate of occupancy, or equivalent approval for use, as applicable to the
Improvements.
1.17. "Term" means the duration of this Agreement as set forth in this Agreement,
including any renewal term(s), unless earlier terminated in accordance with this
Agreement.
2. INCORPORATION OF RECITALS; EXHIBITS; ORDER OF PRECEDENCE
2.1. Incorporation of Recitals. The foregoing Recitals are true and correct and are incorporated
into this Agreement by this reference. The exhibits identified below are attached to and
incorporated into this Agreement by this reference. Each Exhibit is an integral part of this
Agreement as if fully set forth herein. Except as expressly permitted by this Agreement,
no Exhibit may be modified except by written amendment executed by the Parties.
Exhibit A — Description and Specifications of Improvements
Exhibit B — Maintenance Standards and Schedule
Exhibit C — Programming Plan and Use Schedule
Exhibit D — Insurance Requirements
Exhibit E — City Resolution
Exhibit F — Company Resolution
Exhibit G — Donor's Certificates of Insurance
Exhibit H — Anti -Human Trafficking Affidavit
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2.2. Order of Precedence. In the event of any inconsistency, ambiguity, or conflict between or
among the terms of this Agreement and any Exhibit, the following order of precedence
governs: (a) this Agreement; (b) the Exhibits, in numerical order from Exhibit A through
Exhibit H.
3. TERM; RENEWAL
3.1. Term. The term of this Agreement (the "Term") begins on the Effective Date and will
continue in effect for a period of ten (10) years from the date of Acceptance, unless earlier
terminated in accordance with this Agreement.
3.2. Renewal. Provided that (a) this Agreement is then in full force and effect, (b) the Donor is
not in Default beyond any applicable notice and cure periods, and (c) the Donor has
delivered then -current evidence of insurance required under this Agreement, the Donor
may request renewal of this Agreement for up to two (2) additional renewal terms of five
(5) years each (each, a "Renewal Term") by delivering to the City a written request for
renewal not less than one hundred twenty (120) days prior to the expiration of the then -
current Term. Any Renewal Term is subject to the City's sole discretion and will be
effective only upon the City's issuance of a written notice of renewal to the Donor, which
the City may issue in response to the Donor's request or on the City's own initiative. Any
Renewal Term will be on the same terms and conditions as this Agreement unless the
Parties execute a written amendment.
4. DONATION AND SCOPE OF IMPROVEMENTS
4.1 Donation. The Donor will donate to the City, at no cost to the City, the Improvements to
be designed, furnished, installed, constructed, and delivered by the Donor in the Park, as
further specified in Exhibit A. The Improvements include all labor, materials, equipment,
fixtures, furnishings, appurtenances, and other components necessary for the
Improvements to be complete and fit for their intended public recreational purpose as
contemplated by Exhibit A.
4.2. Scope; Final Design and Approval. Exhibit A describes the scope, configuration,
specifications, and intended location of the Improvements within the Park. The Parties
acknowledge that Exhibit A may include conceptual information and that final design
development, permitting, and construction documentation will be subject to City review
and approval as provided in this Agreement. The Donor is responsible for delivering the
Improvements consistent with Exhibit A and the City -approved plans and permits. The
Donor will not materially deviate from Exhibit A or the City -approved plans without the
City's prior written approval. The City may require reasonable modifications to the design,
materials, configuration, or placement of the Improvements to address safety, code
compliance, ADA, Park operations, community impacts, maintenance considerations, or
compatibility with existing or planned City facilities. Any approved change will be
documented in writing and, if applicable, incorporated into Exhibit A by written
amendment executed by both Parties. The City may decline to accept any portion of the
Improvements that is not delivered in accordance with Exhibit A, the City -approved plans
and permits, and the requirements of this Agreement.
4.3. No Reversion. The donation of the Improvements is for a public purpose and is not
conditioned upon any promise of exclusivity, naming, sponsorship rights, or other benefit
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to the Donor except as expressly set forth in this Agreement. The Donor will have no
ownership interest, security interest, reversionary interest, or other property interest in the
Park or the Improvements.
4.4. Risk of Loss. The Donor bears the risk of loss or damage to the Improvements until
Acceptance. Damage to or loss of the Improvements prior to Acceptance will be repaired
or replaced by the Donor at the Donor's sole cost so that the Improvements may be
delivered for Acceptance in accordance with this Agreement.
5. DESIGN DEVELOPMENT, PERMITTING, AND CONSTRUCTION
RESPONSIBILITIES
5.1 Donor Responsibilities. The Donor will, at its sole cost and expense, design, permit,
furnish, install, construct, and deliver the Improvements in accordance with this
Agreement, Exhibit A, and all applicable City -approved plans and permits. The Donor is
solely responsible for the means, methods, techniques, sequences, and procedures of
construction, and for coordinating all portions of the work, and will ensure that all work
is performed in a good and workmanlike manner by qualified and properly licensed
contractors.
5.2. Compliance with Law. The Donor will perform all design, permitting, and construction
activities in strict compliance with all applicable federal, state, and local laws, ordinances,
rules, and regulations, including without limitation all building, zoning, environmental,
safety, and accessibility requirements, and the Americans with Disabilities Act and
implementing regulations, as applicable to the Improvements and the Park. The Donor
will be responsible for verifying existing site conditions and utility locations to the extent
necessary to perform the work safely and in compliance with applicable requirements.
5.3. Permitting. The Donor will obtain, maintain, and close out all permits, approvals,
inspections, and certificates required for the design, construction, and lawful use of the
Improvements, including any required certificate of completion, temporary certificate of
occupancy, certificate of occupancy, or equivalent approval for use, as applicable. The
Donor will pay all fees, costs, and expenses associated with such permits, approvals,
inspections, and closeout, and will promptly provide copies of permit applications, issued
permits, inspection reports, and closeout documentation to the City upon request.
5.4. City Review and Approval. The Donor will submit to the City for review and approval, in
form and content reasonably acceptable to the City, the design development package,
construction documents, material submittals, and other information reasonably requested
by the City to confirm consistency with Exhibit A, Park operations, safety, code
compliance, ADA compliance, maintainability, and compatibility with existing or planned
City facilities. The Donor will not commence construction of the Improvements until the
City has provided written approval to proceed, which may be conditioned on reasonable
requirements identified by the City. City review or approval is for the City's benefit only
and will not relieve the Donor of any duty, obligation, warranty, or liability under this
Agreement, nor will it constitute acceptance of the Improvements.
5.5. Donor's Contractors. The Donor will ensure that all Contractors performing work at the
Park are properly licensed (as applicable), trained, and legally authorized to work, and are
supervised by the Donor. The Donor will be responsible for the acts and omissions of its
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Contractors. The Donor will require all Contractors to comply with all Park rules, City
requirements for site access, safety protocols, and any reasonable directions issued by the
City for protection of the Park, the public, and City property.
5.6. Protection of Park; Utilities; Restoration. The Donor will take all necessary precautions to
protect the Park, adjacent facilities, utilities, landscaping, and City property from damage,
and to maintain safe pedestrian and vehicular access as directed by the City. The Donor
will immediately notify the City of any damage or hazardous condition and will promptly
repair, restore, or replace any damaged City property or landscaping caused by the Donor
or its Contractors, at the Donor's sole cost, to a condition equal to or better than existed
prior to the damage, as reasonably determined by the City.
5.7. Work Schedule; Coordination; Access. The Donor will coordinate all work with the City
department(s) designated by the City and will perform construction activities only during
days and hours approved by the City, unless otherwise approved in writing by the City.
The City may impose reasonable restrictions on construction activities to address Park
operations, public safety, community impacts, and special events.
5.8. Hazardous Materials. The Donor will not bring, generate, store, or use hazardous materials
at the Park except as incidental to construction and only in compliance with applicable
law and City requirements. The Donor will be solely responsible for any release, spill, or
contamination caused by the Donor or its Contractors and will promptly remediate the
same at its sole cost in accordance with applicable law and to the City's reasonable
satisfaction.
5.9. No Liens; Notices. The Donor will keep the Park and the Improvements free of all liens,
claims of lien, security interests, and encumbrances arising from the work. The Donor will
promptly provide all notices required by Chapter 713, Florida Statutes, as applicable, and
will deliver to the City lien waivers and releases in the form and substance required by the
City as a condition of Acceptance.
5.10. Deliverables; Closeout. The Donor will deliver the closeout items required by this
Agreement, including record drawings/as-builts, operations and maintenance manuals,
warranties, spare parts (if specified), training (if specified), final inspection sign -offs, and
other documentation reasonably necessary for the City to operate, maintain, and use the
Improvements.
5.11. No City Liability for Design or Construction. The Donor acknowledges and agrees
that the City is not directing the means and methods of the Donor's design or construction
activities and will not be responsible for j obsite safety. The Donor is solely responsible for
all safety precautions and programs in connection with the work and will ensure
compliance with all applicable occupational safety requirements.
5.12. Payment & Performance Bonds. Prior to commencing any work at the Park (and
prior to any recommencement after a default or abandonment), the Donor will cause the
prime contractor(s) performing construction of the Improvements (each, a "Prime
Contractor") to furnish, execute, and record in the public records of Miami -Dade County,
Florida, a payment and performance bond in accordance with section 255.05, Florida
Statutes, with a surety insurer authorized to do business in the State of Florida, and in an
amount equal to the applicable construction contract price (as the same may be modified
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by approved change orders). The bond will name the City as obligee (or "Owner") and
will otherwise be in form and substance reasonably acceptable to the City and consistent
with section 255.05, Florida Statutes, including the statutory requirements for
identification of project and parties and reference to the notice and time limitation
provisions. Before any on -site work begins, the Donor will deliver to the City a certified
copy of the recorded bond for each Prime Contractor. The City may withhold issuance of
any notice to proceed and may deny site access to the Donor and any Contractor unless
and until the City has received the certified copy(ies) of the recorded bond(s). If the scope
or contract price for any Prime Contractor is increased, the Donor will cause the bond
amount to be increased accordingly and will deliver a certified copy of the recorded rider
or replacement bond to the City before the increased work is performed.
5.13. Tree Protection Bond. In addition to the payment and performance bond required
under this Agreement, and without limiting the Donor's obligations under Chapter 17 of
the City Code, the Donor will, at its sole cost and expense, comply with all tree protection,
tree permit, tree disposition, tree preservation, relocation, replacement, and related
requirements applicable to the Improvements. Before commencing any construction,
demolition, staging, storage, grading, excavation, utility work, or other activity at the Park
that may affect any tree, palm, root system, canopy, tree protection zone, or other regulated
vegetation, the Donor will obtain, or cause to be obtained, all required City determinations,
permits, approvals, inspections, arborist reports, tree disposition plans, and related
documents required by the City.
If a tree protection bond is required under Chapter 17 of the City Code, the Donor will
deliver to the City evidence of the required tree protection bond, including a fully executed
copy and proof of filing or recordation if required by the City, before commencing any
construction. Such bond may be included as a rider to any payment and performance bond
obtained in accordance with 5.12 above. The City may withhold any notice to proceed,
deny or suspend access to the Park, suspend construction or related activities, or withhold
Acceptance unless and until the required tree protection bond and all related tree permits
and approvals have been provided in form and substance acceptable to the City.
6. NO CITY FINANCIAL OBLIGATION; NON -APPROPRIATION
6.1 No City Payment Obligation. The Donor acknowledges and agrees that the City will not
pay, reimburse, or otherwise compensate the Donor or any Contractor for any costs or
expenses of any nature arising from or relating to the design, permitting, furnishing,
installation, construction, delivery, maintenance, repair, replacement, operation, or
programming of the Improvements.
6.2. Donor Sole Responsibility for Costs and Obligations. The Donor is solely responsible for
all costs and expenses associated with the Improvements and the Donor's performance
under this Agreement, including all design and professional fees, permit and inspection
fees, labor, materials, equipment, utilities required for construction, contractor payments,
taxes, and all other costs of any kind. The City will have no liability for, and will not be
deemed to have assumed, any contract, purchase order, lease, financing, or other
obligation entered into by the Donor or any Contractor. The Donor will not represent to
any person or entity that the City has agreed to pay any portion of the cost of the
Improvements or the Donor's performance under this Agreement.
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6.3. No City Debt or Pledge. Nothing in this Agreement will be construed as creating a debt,
liability, or obligation of the City in excess of current appropriations, if any, or as a pledge
of the faith and credit of the City, or as obligating the City to levy or pledge any form of
taxation or to make any appropriation for any purpose.
6.4. Non -Appropriation. To the extent this Agreement is construed to require the City to
provide any City -funded items, services, support, or expenditures (if any) not prohibited
by law, the City's performance of any such obligation is expressly subject to and
conditioned upon the appropriation and availability of lawfully budgeted funds for such
purpose. If sufficient funds are not appropriated or otherwise not available, the City may,
upon written notice to the Donor, terminate this Agreement without penalty, fee, or further
obligation.
7. DELIVERY, INSPECTION, AND ACCEPTANCE
7.1 Notice of Substantial Completion; Request for Inspection. When the Donor believes the
Improvements have achieved Substantial Completion, the Donor will provide the City
written notice of Substantial Completion and a request for inspection. The Donor's notice
will be accompanied by the Deliverables required for Substantial Completion under this
Agreement, together with evidence of completion of all required inspections and issuance
of any required certificate of completion, temporary certificate of occupancy, certificate
of occupancy, or equivalent approval for use, as applicable to the Improvements.
7.2. City Inspection; Punch List. Within ten (10) business days after receipt of the Donor's
notice and request under Section 7.1, the City will conduct an inspection of the
Improvements. If the City determines that the Improvements are not complete in
accordance with this Agreement, Exhibit A, and the City -approved plans and permits, the
City will provide the Donor written notice identifying items requiring completion,
adjustment, repair, correction, testing, documentation, or other action (the "Punch List").
The Donor will complete all Punch List items at its sole cost and expense within the
timeframe required by the City in the Punch List notice, or if no timeframe is stated, within
thirty (30) days after receipt of the Punch List, subject to extensions approved in writing
by the City.
7.3. Re -Inspection. Upon completion of the Punch List items, the Donor will provide the City
written notice requesting re -inspection and will provide any updated Deliverables required
hereunder. The City may re -inspect the Improvements within ten (10) business days. If
additional Punch List items are identified, the Donor will complete them in accordance
with Section 7.2. The Donor will bear all costs of re -inspections or repeat inspections
required due to incomplete, defective, nonconforming, or unsafe work, or due to the
Donor's failure to provide required Deliverables.
7.4. Conditions to Acceptance. Acceptance is conditioned upon the City's determination, in the
City's sole discretion, that the Improvements have been delivered in compliance with this
Agreement, Exhibit A, and the City -approved plans and permits, and that all Deliverables
required for Acceptance under this Agreement have been delivered in form and substance
acceptable to the City. Without limiting the foregoing, as a condition to Acceptance, the
Donor will deliver to the City all Deliverables specified in this Agreement, including as -
built or record documentation, operations and maintenance information, warranties and
warranty assignments, final inspection and closeout documentation, and lien waivers and
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releases and other evidence reasonably required by the City to confirm that the
Improvements are free and clear of liens, claims of lien, security interests, and other
encumbrances arising from the work.
7.5. No Deemed Acceptance. Acceptance will occur only upon the City's issuance of a written
acceptance document executed by an authorized City representative. No inspection, use,
occupancy, scheduling, programming, or other activity by the City, and no payment by the
Donor to any Contractor, will constitute Acceptance, nor will Acceptance be implied by
the passage of time.
7.6. Partial Acceptance. The City may, in its sole discretion, accept separable portions of the
Improvements prior to Acceptance of all Improvements, if the City determines such
portion is complete, safe for public use, and otherwise satisfies the requirements of this
Agreement. Any partial acceptance will be evidenced by a written acceptance document
identifying the accepted portion, and will not constitute Acceptance of any unaccepted
portion.
7.7. City Reservation of Rights. Acceptance does not waive, release, or limit any of the City's
rights or remedies under this Agreement, including rights relating to warranties, correction
of defects, indemnification, or enforcement of the Donor's maintenance and other
obligations.
8. OWNERSHIP; TITLE; NO ENCUMBERANCES
8.1 City Ownership Upon Acceptance. Upon Acceptance, the Improvements will be and
remain the property of the City, and title to the Improvements will vest in the City without
further act or consideration, free and clear of all liens, claims of lien, security interests,
financing statements, encumbrances, and adverse interests of any nature. The Donor will
have no ownership interest, leasehold, licensehold (except the Programming license
expressly granted under this Agreement), reversionary interest, or other property interest
in the Park or the Improvements.
8.2. Transfer; Bill of Sale. As a condition to Acceptance, the Donor will execute and deliver to
the City, in form and substance acceptable to the City, such bills of sale, assignments,
affidavits, and other instruments as the City may reasonably require to evidence and
effectuate the City's ownership of the Improvements and assignment to the City of all
transferable manufacturer and contractor warranties, guaranties, and service agreements
applicable to the Improvements.
8.3. No Encumbrances; No Financing. The Donor will not, and will cause its Contractors not
to, finance, pledge, hypothecate, or otherwise encumber the Park or the Improvements, or
file or record any financing statement, UCC filing, mortgage, security agreement, or
similar instrument against the Park or the Improvements. Any attempt to do so is void as
against the City. If any lien, claim of lien, security interest, or other encumbrance is
asserted, filed, or recorded in connection with the Improvements or the work, the Donor
will promptly, and in any event within ten (10) business days after receipt of notice from
the City or other knowledge thereof, cause the same to be released, bonded off, transferred,
satisfied, or otherwise discharged in a manner acceptable to the City and at the Donor's
sole cost and expense, without limiting the City's other rights and remedies.
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8.4. Title Warranty. The Donor represents and warrants that the Donor has the full right and
authority to donate and convey the Improvements to the City in accordance with this
Agreement, and that, upon Acceptance, the City will acquire good and marketable title to
the Improvements free and clear of all liens, claims, and encumbrances arising by, through,
or under the Donor or any Contractor.
8.5. Fixtures; Integration with Park. The Parties acknowledge that the Improvements are
intended to be integrated into and become part of the Park and to serve a public purpose.
Nothing in this Agreement authorizes the Donor to remove, alter, or relocate any portion
of the Improvements after Acceptance except as expressly permitted by this Agreement or
with the City's prior written approval.
9. WARRANTIES AND CORRECTION OF DEFECTS
9.1. Donor Warranties. The Donor represents and warrants that (a) the Improvements will be
new (unless otherwise expressly stated in Exhibit A), of good quality, and free from defects
in materials and workmanship; (b) the Improvements and all work performed in
connection therewith will be performed in a good and workmanlike manner, in accordance
with Exhibit A, the City -approved plans and permits, and all applicable laws, codes,
ordinances, and regulations; (c) the Improvements will be fit and suitable for their intended
public recreational purpose and will be safe for public use when operated in accordance
with applicable instructions and Park rules; (d) the Improvements will not contain any
hazardous materials except as incidental to construction and in compliance with applicable
law; and (e) upon Acceptance, the Improvements will be free and clear of all liens, claims,
and encumbrances.
9.2. Professional Standard. To the extent any design, engineering, architectural, surveying, or
other professional services are performed by or on behalf of the Donor in connection with
the Improvements, the Donor warrants that such professional services will be performed
by properly licensed professionals and will meet the standard of care ordinarily exercised
by members of the same profession under similar circumstances in the State of Florida.
9.3. Manufacturer and Contractor Warranties; Assignment. As a condition to Acceptance, the
Donor will deliver to the City all manufacturer, supplier, and contractor warranties,
guaranties, and service agreements applicable to the Improvements, together with
assignments thereof to the extent transferable, in form and substance acceptable to the
City. The Donor will ensure that such warranties are issued in the City's name to the extent
available, and otherwise will be assigned to the City effective upon Acceptance. The
Donor will not take any action that would void, impair, or limit any warranty.
9.4. Warranty Period. The Donor's warranty obligations under this Section 9 commence on the
date of Acceptance and continue for a period of one (1) year thereafter (the "Warranty
Period"); provided that any longer warranty period provided in a manufacturer warranty,
contractor warranty, or other written warranty delivered to the City will apply to the City
to the extent provided therein. The Donor's correction obligations under Section 9.5 apply
to any defect or nonconformity that is discovered or reported during the Warranty Period,
regardless of whether such defect or nonconformity becomes apparent before the end of
the Warranty Period.
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9.5. Correction of Defects; Nonconforming Work. Upon receipt of notice from the City of any
defect, nonconforming work, unsafe condition, or failure of the Improvements to comply
with this Agreement, Exhibit A, or the City -approved plans and permits, whether
discovered before or after Acceptance, the Donor will promptly, and at the Donor's sole
cost and expense, investigate and correct the condition. Unless the City specifies a shorter
timeframe due to safety, operational, or other urgent considerations, the Donor will (a)
commence corrective action within ten (10) business days after receipt of the City's notice,
and (b) diligently pursue correction to completion within a timeframe acceptable to the
City. If the condition presents a risk to public safety or may cause damage to City property,
the City may require immediate action, including temporary closure of all or part of the
Improvements.
9.6. City Remedies; Failure to Cure. If the Donor fails to timely commence or complete
corrective action as required, or if an emergency exists affecting public safety or City
property, the City may, but is not obligated to, perform or cause to be performed such
corrective work as the City deems necessary. The Donor will reimburse the City for all
reasonable costs incurred by the City in connection with such work within thirty (30) days
after receipt of an invoice from the City, without limiting any other remedies available to
the City.
9.7. No Limitation of Remedies. The warranties and remedies set forth in this Agreement are
in addition to, and not in limitation of, any other rights or remedies available to the City
at law or in equity, including rights under assigned manufacturer and contractor
warranties. No inspection, Acceptance, or payment of any kind by any person will be
deemed a waiver of any warranty, defect, or nonconformity.
10. MAINTENANCE AND REPAIR OBLIGATIONS
10.1. Maintenance Obligation. Commencing on the date of Acceptance and continuing
throughout the Term, the Donor will, at no cost to the City, maintain the Improvements in
a safe, clean, and good operating condition, in accordance with the Maintenance Standard.
The Donor's maintenance obligations include routine, preventative, and corrective
maintenance, as well as repairs necessary to keep the Improvements fit for their intended
public recreational purpose and to protect City property from damage. The City has no
obligation to maintain or repair the Improvements during the Term. The Donor will not
assert any right of setoff, credit, reimbursement, or reduction of its obligations due to the
City's exercise of City Reserved Use, temporary closures authorized by the City, or
changes in Park operations, except to the extent expressly provided in this Agreement.
10.2. Maintenance Standards. The Maintenance Standard is set forth in this Agreement
and Exhibit B. The Donor will perform maintenance in accordance with (a) Exhibit B, (b)
all applicable manufacturer requirements and warranties, and (c) all applicable laws,
codes, and safety requirements. If a conflict exists between Exhibit B and a manufacturer
requirement that is necessary to preserve a warranty or to ensure safe operation, the Donor
will comply with the more stringent requirement and will promptly notify the City in
writing of the conflict and the corrective approach.
10.3. Maintenance Personnel and Contractors. The Donor will furnish all labor,
supervision, materials, tools, equipment, and supplies necessary to satisfy the Maintenance
Standard. Any Contractors performing maintenance or repairs must be properly qualified
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and, where required, properly licensed and insured. The Donor remains responsible for
the acts and omissions of its Contractors.
10.4. Condition, Safety, and Temporary Closures. The Donor will conduct regular
inspections of the Improvements at intervals consistent with the Maintenance Standard
and reasonable industry practice for similar facilities. The Donor will promptly address
hazardous or unsafe conditions. If the Donor becomes aware of a condition that presents
a material risk to public safety, the Donor will immediately notify the City and, as
appropriate to protect the public and City property, will promptly take reasonable
measures to secure the area, which may include temporarily closing all or part of the
Improvements pending repair. The Donor will not reopen any closed portion for public
use until the condition has been corrected and the City has been notified that the condition
has been corrected.
The City may temporarily close all or any portion of the Improvements as reasonably
necessary for major repairs, replacement activities, casualty response, public safety, or
Park operations. The Donor will coordinate its repair and restoration activities with the
City and will comply with reasonable access, scheduling, and safety requirements imposed
by the City.
10.5. Maintenance Records; Reporting. The Donor will create and maintain complete and
accurate written records of all maintenance, inspections, repairs, replacements, and
closures for the Improvements, including dates, description of work performed, materials
used, and the name of the person or entity performing the work. The Donor will maintain
the maintenance log in a format approved by the City, and will provide copies to the City
upon request and at the intervals, if any, specified in Exhibit B.
10.6. Corrective Action. The City may inspect the Improvements at any time, with or
without notice. If the City determines that the Improvements are not being maintained in
accordance with the Maintenance Standard or that a condition exists requiring correction
to protect public safety, Park operations, or City property, the City may provide written
notice to the Donor describing the required corrective action and the required completion
timeframe. The Donor will promptly commence and diligently complete the corrective
action at its sole cost and expense within the timeframe specified by the City. If the Donor
fails to timely perform maintenance or corrective action required under this Section 10, or
if an emergency exists affecting public safety or City property, the City may, but is not
obligated to, perform or cause to be performed such maintenance, repair, or corrective
action as the City deems necessary. The Donor will reimburse the City for all reasonable
costs incurred by the City in connection with such work within thirty (30) days after receipt
of an invoice from the City.
10.7. Major Repairs. In addition to the maintenance and repair obligations set forth in
this Agreement, the Donor will be responsible, at no cost to the City, for all major repairs
to the Improvements required to keep the Improvements safe, operational, and fit for their
intended public recreational purpose, including replacement of materially worn, damaged,
or failed components. "Major repairs" includes repairs or replacements that (a) require
permitting or material design review, (b) materially affect the safe use or operation of the
Improvements, or (c) exceed an aggregate cost of five thousand and 00/100 dollars
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($5,000.00) in any twelve (12) month period, as reasonably determined based on
documented pricing.
10.8. End -of -Life Replacement. The Donor will, at no cost to the City, replace any
portion of the Improvements that reaches the end of its useful life during the Term to the
extent necessary to maintain safe public use and to meet the Maintenance Standard,
including replacement of any playing surface, fencing/boards, lighting, irrigation (if any),
and other systems identified in Exhibit A or required by the Maintenance Standard.
Replacement materials and specifications must be equal to or better than the original
specifications set forth in Exhibit A, unless the City approves otherwise in writing. Any
replacement that requires permits or design review will be subject to City review and
approval consistent with this Agreement.
10.9. Causalty. If any portion of the Improvements is damaged, destroyed, or rendered
unsafe or unusable due to a casualty, including severe weather events, hurricanes,
flooding, fire, vandalism, or other sudden events, the Donor will promptly notify the City
and will take immediate actions reasonably necessary to protect public safety and City
property, including securing the area, implementing temporary barriers and signage, and
coordinating closures with the City. The Donor will promptly remove debris to the extent
necessary to secure the site and prevent further damage, in compliance with applicable
law. The Donor will, at no cost to the City, restore the damaged portion of the
Improvements to a safe, operational condition consistent with Exhibit A and the
Maintenance Standard, subject to City review and approval of any required plans, permits,
or material changes. Within fifteen (15) days after the casualty (or such longer period as
the City approves in writing due to emergency conditions), the Donor will submit to the
City a written restoration plan describing the proposed scope, schedule, permitting
approach, and interim safety measures. The Donor will diligently pursue restoration and
will complete restoration within thirty (30) days after City approval of the restoration plan,
subject to permitting timelines and events beyond the Donor's reasonable control.
If, due to the extent of damage, permitting constraints, unavailability of materials, or other
circumstances, the Donor determines that restoration of the damaged portion of the
Improvements is not feasible within the timeframe established above, the Donor will
promptly notify the City in writing with supporting detail. In such event, the City may, in
its sole discretion, direct the Donor to (a) proceed with restoration subject to an adjusted
schedule approved by the City, (b) restore the affected area of the Park to a safe and clean
condition reasonably acceptable to the City (including removal of debris and unsafe
components), or (c) accept partial restoration or a modified restoration scope approved by
the City in writing. The City's election under this Section does not limit any termination
rights or remedies available to the City under this Agreement.
If the Donor fails to timely implement required safety measures or to timely proceed with
an approved restoration or major repair in accordance with this Section 10, or if an
emergency exists affecting public safety or City property, the City may, but is not obligated
to, perform or cause to be performed such work as the City deems necessary. The Donor
will reimburse the City for all reasonable costs incurred by the City in connection with
such work within thirty (30) days after receipt of an invoice from the City.
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10.10. Insurance and Claims. The Donor will be responsible for submitting and pursuing
any applicable insurance claims relating to damage to the Improvements, and will pay any
deductibles or uninsured amounts without reimbursement from the City. Any insurance
proceeds relating to restoration of the Improvements will be applied to the restoration. The
City will reasonably cooperate, at no cost to the City, in providing information or
executing customary documentation required for a claim, provided that nothing in this
Section obligates the City to pursue any claim or to incur any out-of-pocket expense.
11. PROGRAMMING LICENSE AND USE RIGHTS
11.1. Grant of License. Subject to and conditioned upon the Donor's continued
compliance with this Agreement, the City hereby grants to the Donor a limited, revocable,
non-exclusive, non -transferable license (the "Programming License") to access and use
the Park and the Improvements solely to conduct Programming during the Programming
Hours and in accordance with Exhibit C, for the public benefit and consistent with the
purposes of the Park. The Programming License is a license only and does not create a
lease, easement, tenancy, possessory interest, or other real property interest in favor of the
Donor. The City retains possession and control of the Park and the Improvements at all
times. The Donor will not claim any right of exclusive possession or use of the Park or the
Improvements. The Donor's rights are limited to those expressly granted in this
Agreement.
11.2. Commencement; Condition Precedent. The Programming License will not
commence unless and until Acceptance occurs. Prior to Acceptance, the Donor's access
and activities within the Park are limited to those necessary to perform its obligations
pertaining to the construction of the Improvements and as authorized by the City.
11.3. Programming Hours; City Reserved Use. The Donor's Programming is limited to
the Programming Hours and any other limitations set forth in Exhibit C, as approved by
the City. The Programming License is expressly subject to City Reserved Use and to the
City's right to schedule and use the Park and the Improvements without charge for
municipal purposes, City -sponsored programs, community events, maintenance, repairs,
emergencies, and other governmental purposes. The City may, in its sole discretion,
modify schedules, impose blackout dates, or otherwise adjust access and use to
accommodate City Reserved Use, public safety, Park operations, emergencies, or other
governmental needs. The Donor will reasonably cooperate in good faith with scheduling
adjustments requested by the City.
11.4. Compliance with Laws, Park Rules, and City Requirements. The Donor will
conduct all Programming in compliance with all applicable laws and regulations and in
accordance with all Park rules and reasonable written policies and operational
requirements issued by the City for protection of the public, the Park, and City property.
The Donor will ensure that all persons participating in or attending Programming comply
with such requirements. The Donor will not conduct, and will not permit, any activity that
creates a nuisance, poses an unreasonable risk to public safety, unreasonably interferes
with general public use of the Park, or is otherwise inconsistent with the public purpose
of the Park or the Improvements.
The City may observe Programming and may direct the Donor to suspend, modify,
relocate, or terminate any Programming activity if the City determines, in its reasonable
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discretion, that such activity (a) violates this Agreement, applicable law, or Park rules, (b)
poses a risk to public safety, (c) causes or threatens damage to City property, or (d)
materially interferes with Park operations, City Reserved Use, or general public access.
The Donor will comply promptly with any such direction, and shall correct any
Programming or portion thereof within twenty four (24) hours.
11.5. No Exclusivity. The Programming License is non-exclusive. The City reserves and
retains all rights not expressly granted to the Donor, including the right to permit, license,
or authorize other uses of the Park and the Improvements, and the right to modify Park
rules and operational requirements, provided that the City will not intentionally interfere
with the Donor's Programming during the Programming Hours except as permitted under
this Agreement.
12. PROGRAMMING PLAN, COORDINATION, AND REPORTING
12.1. Programming Plan. The Donor will develop, implement, and maintain a written
programming plan and use schedule for the Park and Improvements consistent with the
public purpose of the Improvements (the "Programming Plan"). The Programming Plan,
including the initial programming categories, proposed Programming Hours, proposed
blackout dates, City Reserved Use accommodations, staffing plan, participant eligibility
(if any), and performance metrics, will be set forth in Exhibit C. The Donor will conduct
Programming only in accordance with Exhibit C, as approved by the City, and the Donor
will not materially deviate from Exhibit C without the City's prior written approval.
The Donor will submit a proposed initial Exhibit C to the City for review and approval no
later than ten (10) business days after the Effective Date. Thereafter, the Donor will submit
proposed updates to Exhibit C (including any material changes to Programming Hours,
program types, staffing approach, participant eligibility, fees, or use of third parties) at
least thirty (30) days prior to the proposed effective date of such changes. Any update to
Exhibit C will be effective only upon written approval by the City. The City may require
reasonable modifications to Exhibit C to address public safety, Park operations, equitable
public access, community impacts, maintenance considerations, coordination with City
Reserved Use, or compliance with applicable law and Park rules.
12.2. Community Coordination. The Donor will coordinate Programming with the City
department(s) designated by the City and will participate in coordination meetings upon
reasonable request by the City. The Donor will cooperate with reasonable City requests
for coordination with community stakeholders and other Park users to minimize
disruption, improve equitable access, and support safe shared use of the Park.
12.3. Reporting; Records. The Donor will maintain complete and accurate records
relating to Programming, including the schedule of Programming conducted, categories
of Programming, attendance counts, dates and times of use, and such other information as
is reasonably necessary for the City to monitor performance under Exhibit C and this
Agreement. The Donor will provide written reports to the City at the intervals set forth in
Exhibit C, and if Exhibit C is silent, no less frequently than monthly (due on the fifteenth
day of each month for the prior month) in a format reasonably acceptable to the City.
Reports will include, at a minimum, (a) Programming conducted during the reporting
period, (b) attendance and utilization data, (c) a summary of outreach and community
coordination activities, (d) any material issues affecting Programming, access, or safety,
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and (e) the status of compliance with the performance metrics, if any, set forth in Exhibit
C.
12.4. Incidents; Notifications. The Donor will promptly notify the City of any material
incident occurring in connection with Programming or use of the Improvements that
results in serious injury, death, criminal activity requiring law enforcement response,
significant property damage, or closure of the Improvements. Unless exigent
circumstances require immediate notice by telephone, notice will be provided within
twenty four (24) hours after the incident. The Donor will complete an incident report in a
form approved by the City and will deliver the completed report to the City within two (2)
business days after the incident, together with any supporting documentation reasonably
available to the Donor.
12.5. Failure to Perform Programming Commitments. The Donor's failure to
substantially perform the Programming obligations and performance metrics set forth in
Exhibit C, including maintaining the approved Programming Hours (subject to City
Reserved Use and authorized closures), constitutes a material breach of this Agreement
unless excused by a Force Majeure Event or otherwise approved in writing by the City.
13. FEES, ADMISSIONS, SPONSORSHIPS, SIGNAGE, AND NAMING
13.1. Fees; Admissions; No City Collection. The Donor will not charge or collect any
fees, admissions, dues, or other charges in connection with Programming or use of the
Park or Improvements except as expressly set forth in Exhibit C and approved in writing
by the City. Any approved fees must be reasonable, must be publicly posted in a manner
approved by the City, and must be administered in a manner consistent with the public
purpose of the Park and Improvements and all applicable laws. The City will not be
responsible for the collection of any fees and will have no liability to any participant or
third party for any fee -related refunds, disputes, or chargebacks.
13.2. Fee Administration; Taxes; Accounting. If any fees are approved, the Donor will be
solely responsible for (a) establishing and administering registration and payment
procedures, (b) collecting, safeguarding, and accounting for all proceeds, (c) complying
with all consumer protection requirements applicable to registrations and payments, and
(d) reporting and remitting any applicable sales, use, tourist, or other taxes. The Donor
will maintain complete and accurate books and records related to any approved fees in
accordance with generally accepted accounting practices applied on a consistent basis and
will make such records available to the City upon request for purposes of verifying
compliance with this Agreement.
13.3. Sponsorships; Donations; Fundraising. The Donor will not solicit or accept
sponsorships, donations, fundraising proceeds, in -kind contributions, or similar
consideration in connection with Programming, the Park, or the Improvements, and will
not conduct fundraising activities at the Park, unless and until the City has approved the
proposed activity in writing. Any City approval may include reasonable conditions
concerning sponsor categories, messaging, activation activities, and compliance
requirements. The Donor will ensure that any sponsorship, donation, or fundraising
activity (a) is consistent with the public purpose of the Park and Improvements, (b) does
not imply City endorsement, (c) complies with applicable laws and City requirements, and
(d) does not create any City financial obligation.
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13.4. Prohibited Sponsors and Messages. The City may prohibit or require removal of
any sponsor, message, activation, or material that the City determines, in its sole
discretion, is inconsistent with the City's policies, the public purpose of the Park, or
community standards applicable to a public park setting, or that creates a risk of confusion
regarding City sponsorship or endorsement. Without limiting the foregoing, absent the
City's written approval, sponsorships and messaging related to adult entertainment,
tobacco or nicotine products, cannabis products, illegal drugs, weapons, or gambling are
prohibited.
13.5. Signage; Installation; Permitting; Removal. The Donor will not install, affix, place,
or display any permanent or semi -permanent signage, banners, decals, plaques, marks,
branding, or other visual materials at or on the Park or Improvements, and will not apply
any paint, wraps, or graphics to any City property, except as expressly approved in writing
by the City. Temporary event signage is permitted only if consistent with Exhibit C and
approved by the City in writing. All signage and visual materials are subject to City review
for content, size, location, appearance, and public safety considerations, and must comply
with all applicable permitting requirements, codes, and Park rules. The Donor is solely
responsible, at no cost to the City, for installation, maintenance, repair, and removal of any
approved signage or visual materials and will promptly remove any signage or materials
upon the City's written request or upon expiration or termination of this Agreement.
13.6. Naming Rights; No Implied Dedication. No naming rights, honorary naming,
dedication, or renaming of the Park or any portion of the Improvements is granted by this
Agreement. Any proposed naming, dedication, or commemorative plaque is subject to
City approval in accordance with applicable City processes and, if required, City
Commission approval, and must be documented in a written amendment executed by the
Parties.
13.7. Sales; Vending; Merchandise. The Donor will not sell or permit the sale of food,
beverages, merchandise, or services at the Park in connection with Programming except
as expressly approved in writing by the City and in compliance with all applicable permits,
licenses, and health and safety requirements. Any approved sales activity must be
conducted by the Donor or its Contractors under the Donor's supervision and
responsibility and will not create any tenancy, concession, franchise, or other property
interest.
14. SITE ACCESS, OPERATIONS, SECURITY, AND UTILITIES
14.1. Site Access; Authorized Personnel. The Donor's access to the Park and
Improvements is limited to the exercise of the Programming License and performance of
the Donor's obligations under this Agreement. The Donor will ensure that only authorized
personnel, Contractors, volunteers, and participants are permitted to access the
Improvements in connection with Programming or maintenance activities. The City may
require the Donor to provide and keep current an authorized contact list and keyholder list
in a form acceptable to the City.
14.2. Access Procedures; Keys and Controls. The Donor will comply with all City
procedures for site access, including check -in and scheduling protocols, if any. If the City
provides keys, access cards, codes, or other access devices, the Donor will safeguard them
and will not duplicate, transfer, or share them except to authorized Donor personnel
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approved by the City. The Donor will promptly notify the City of any lost, stolen, or
compromised access device and will bear all costs associated with rekeying,
reprogramming, or replacement as reasonably required by the City due to the Donor's act
or omission. Upon expiration or termination of this Agreement, or upon the City's written
request, the Donor will immediately return all City -issued access devices.
14.3. Operations; Staffing; Supervision. The Donor is solely responsible for day-to-day
operational management of its Programming, including staffing, supervision, participant
management, and enforcing reasonable rules of conduct consistent with Park rules and
City requirements. The Donor will provide sufficient staff to monitor Programming
activities, prevent unauthorized use during Donor Programming Hours, and address
routine operational issues. The Donor will ensure that its staff and Contractors conduct
themselves professionally and do not impede general public access to the Park except as
expressly authorized by this Agreement and Exhibit C.
14.4. Cleanliness; Waste; Post -Use Condition. The Donor will keep all areas used for
Programming in a clean and orderly condition and will promptly remove litter and refuse
generated by Programming. At the conclusion of each Programming day, the Donor will
restore the areas used to a clean, safe, and orderly condition. The Donor will not store trash
or materials in the Park except in areas and containers designated by the City.
14.5. Security; Public Safety Coordination. The Donor is solely responsible for
implementing reasonable security and safety practices for Programming, including crowd
management when applicable, participant supervision, and maintaining clear access for
emergency responders. The Donor will promptly notify the City of any safety issue,
damage, or criminal activity occurring in connection with Programming. If the City
determines that additional security measures are reasonably required due to the nature of
an activity, anticipated attendance, or prior incidents, the City may require the Donor to
implement such measures as a condition of conducting the activity, including the use of
security personnel, limiting attendance, modifying the activity, or adjusting hours. The
Donor will coordinate with law enforcement or emergency services as appropriate,
provided that nothing herein obligates the City to provide security or law enforcement
staffing for the Donor's activities.
14.6. Emergency Procedures. The Donor will maintain emergency procedures
appropriate to its Programming and will train its staff in those procedures. The Donor will
maintain a readily available means of contacting emergency services and will designate
an on -site lead contact during Programming. The Donor will promptly follow any lawful
direction given by City personnel, law enforcement, or emergency responders related to
public safety.
14.7. Utilities. The Donor is solely responsible, at no cost to the City, for all utility
services and utility costs attributable to the Improvements and the Donor's use and
operation of the Improvements, including all consumption, usage charges, connection and
reconnection charges, deposits, fees, and taxes, whether such utilities are separately
metered or provided through existing Park utility service, in which case the Donor shall
reimburse the City for the portion reasonably attributable to the Improvements, as
determined by the City in its reasonable discretion (including by submetering, allocation
methodology, or other reasonable documentation). If the City permits the Donor to use
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existing City utility service for Donor activities, such use is subject to City operational
constraints and does not create any City obligation to continue such service at any
particular level. The Donor will not make any utility connections, modifications, or
extensions except as approved in writing by the City and in accordance with applicable
permits and codes.
14.8. Equipment and Storage. The Donor will not store equipment, supplies, or materials
in or on the Park except in locations approved in writing by the City. Any approved storage
must be neat, secure, and maintained in a manner that does not create a hazard, nuisance,
or obstruction and does not impair Park operations. The City may require removal of any
stored items at any time for operational or safety reasons. The Donor stores all items at its
own risk, and the City is not responsible for loss, theft, or damage.
14.9. Lighting, Sound, and Amplification. The Donor will comply with all Park rules and
applicable noise requirements. The Donor will not use amplified sound, public address
systems, generators, temporary lighting, or other equipment that creates noise, vibration,
fumes, or glare, except as approved in writing by the City and in compliance with
applicable law. The Donor will ensure that any approved lighting use is safe and does not
unreasonably impact neighboring properties or Park users.
14.10. Vehicles; Deliveries; Parking. The Donor will not drive, park, or allow vehicles
within the Park except in areas specifically designated by the City for such use, and only
as needed for authorized maintenance or approved operations. The Donor will coordinate
any deliveries, loading, or unloading in accordance with City requirements. The Donor
will not obstruct sidewalks, rights -of -way, or emergency access routes.
14.11. City Suspension of Access for Safety or Operations. The City may suspend or
restrict the Donor's access to the Park or Improvements, in whole or in part, if the City
determines, in its reasonable discretion, that such action is necessary to address public
safety, emergency conditions, maintenance or repair needs, City Reserved Use, or other
Park operational requirements. The City will provide notice when practicable under the
circumstances. A suspension or restriction under this Section does not excuse the Donor's
maintenance and repair obligations unless expressly stated by the City in writing.
15. INSURANCE
15.1. Insurance Required. Throughout the Term, and at all times the Donor, its
Contractors, or any other person acting by, through, under, or on behalf of the Donor is
present at the Park in connection with this Agreement, the Donor will procure and
maintain, at its sole cost and expense, the insurance coverages and minimum limits set
forth in Exhibit D, with insurers authorized to do business in the State of Florida and rated
not less than A-, VII by A.M. Best (or an equivalent rating reasonably acceptable to the
City). The insurance required by this Section 15 is in addition to, and not in lieu of, any
insurance required to be maintained by any Contractor, including any Prime Contractor.
15.2. Required Coverages; Minimum Limits. The Donor will maintain, at a minimum,
commercial general liability insurance written on an occurrence form, including
premises/operations, products/completed operations, contractual liability, and personal
and advertising injury; automobile liability insurance covering owned, non -owned, and
hired vehicles, as applicable; workers' compensation insurance in compliance with Florida
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law and employers' liability insurance; and such other coverages as are specified in Exhibit
D, including, as applicable, professional liability coverage for any professional services,
and any construction -phase property coverage (including builder's risk and/or installation
floater) required by Exhibit D. The minimum limits for each coverage will be as set forth
in Exhibit D. The Donor acknowledges that higher limits may be required for particular
activities, events, or risk conditions as provided in Exhibit D.
15.3. Additional Insured; Primary and Noncontributory. The City, and its elected
officials, officers, employees, agents, and volunteers, will be named as additional insureds
on the Donor's commercial general liability insurance and, where applicable, automobile
liability insurance, for liability arising out of or relating to the Donor's activities under this
Agreement, including ongoing operations and completed operations, using endorsements
in form and substance acceptable to the City. Such insurance will be primary and
noncontributory as to any insurance maintained by the City, and any insurance or self-
insurance maintained by the City will be excess and noncontributory.
15.4. Waiver of Subrogation. To the fullest extent permitted by law and as specified in
Exhibit D, the Donor will cause its insurers to waive rights of subrogation against the City,
and its elected officials, officers, employees, agents, and volunteers, for claims arising out
of or relating to the Donor's performance under this Agreement.
15.5. Evidence of Insurance; Endorsements. Prior to (a) any access to the Park for
construction activities, (b) any commencement of Programming, and (c) any other access
to the Park or Improvements for maintenance or operations, the Donor will deliver to the
City certificates of insurance and, upon request, true and correct copies of required
endorsements, evidencing compliance with this Section 15 and Exhibit D. The Donor's
current certificates of insurance, if any, are attached as Exhibit H. The Donor will provide
updated certificates and endorsements upon renewal, replacement, or material
modification of any required coverage, and in any event not less than thirty (30) days prior
to expiration of any required policy. The City may deny site access, suspend Programming,
or withhold approvals under this Agreement unless and until the Donor has delivered
evidence of insurance in compliance with this Agreement.
15.6. Deductibles; Self -Insured Retentions. Any deductible or self -insured retention
applicable to the required insurance will be disclosed to and subject to the City's
reasonable approval as set forth in Exhibit D. The Donor is solely responsible for payment
of all deductibles and self -insured retentions.
15.7. Cancellation or Material Change. The Donor will require that each required policy
provide that the City will receive written notice of cancellation, nonrenewal, or material
reduction in coverage in accordance with Exhibit D. The Donor will promptly notify the
City in writing of any cancellation, nonrenewal, lapse, or material change in coverage
affecting the required insurance, whether or not notice is provided by the insurer.
15.8. Contractors' Insurance. The Donor will require all Contractors performing work or
services under this Agreement to maintain insurance coverages and limits appropriate to
their scope and risk and consistent with City requirements, and to provide evidence of
such insurance upon request. The Donor remains responsible for ensuring compliance with
this Section 15 regardless of any Contractor's failure to maintain required insurance.
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15.9. No Limitation of Liability. Compliance with this Section 15 does not limit the
Donor's obligations, liability, or indemnity under this Agreement, and no insurance
maintained by the Donor will be construed to waive or limit any rights or remedies
available to the City.
16. INDEMNIFICATION
16.1. Indemnification by Donor. To the fullest extent permitted by law, the Donor will
indemnify, defend, and hold harmless the City and its elected officials, officers,
employees, agents, and volunteers (collectively, the "Indemnitees") from and against any
and all claims, demands, causes of action, suits, proceedings, damages, losses, liabilities,
judgments, penalties, fines, liens, and costs and expenses (including attorneys' fees and
litigation costs) of any nature whatsoever, whether arising before or after Acceptance, that
arise out of, relate to, or result from (a) the design, permitting, furnishing, installation,
construction, delivery, presence, operation, use, programming, maintenance, repair,
replacement, or restoration of the Improvements by the Donor or any Contractors, (b) any
act or omission, negligence, recklessness, or willful misconduct of the Donor or any
Contractors, (c) any breach of this Agreement by the Donor, or (d) any violation of
applicable law or regulation by the Donor or any Contractors; provided, however, that the
Donor's obligations under this Section do not apply to the extent a claim is finally
determined by a court of competent jurisdiction to have been caused by the sole gross
negligence or willful misconduct of the City. The Donor's obligations under this Section
include the duty to defend the Indemnitees with counsel acceptable to the City Attorney
in his or her reasonable discretion and to pay all costs of such defense, including attorneys'
fees and litigation costs, in addition to any amounts paid in settlement or satisfaction of
judgment.
16.2. Procedures; City Control; Settlements. The City will provide the Donor reasonably
prompt written notice of any claim for which the City seeks defense or indemnification
under this Section 16; provided that failure to provide prompt notice will not relieve the
Donor of its obligations except to the extent the Donor is materially prejudiced thereby.
Upon receipt of notice, the Donor will promptly assume the defense of the Indemnitees
with counsel acceptable to the City Attorney in his or her reasonable discretion, and the
Donor will diligently conduct the defense at the Donor's sole cost and expense. The City
may monitor the defense and participate in the defense with counsel of the City's choosing,
at the Donor's sole cost and expense. If the Donor fails to promptly assume and diligently
conduct the defense, if the City reasonably determines that a conflict of interest exists, or
if the City reasonably determines that the defense is not being conducted in a manner that
adequately protects the City's interests, the City may assume control of the defense, in
whole or in part, and the Donor will reimburse the City for all reasonable costs and
attorneys' fees incurred by the City in connection therewith. The Donor will not settle any
claim or consent to any judgment in a manner that imposes any obligation, restriction,
injunctive relief, admission, or liability upon any Indemnitee, or that fails to include an
unconditional release of the Indemnitees, without the City's prior written consent, which
may be granted or withheld in the City's sole discretion.
16.3. No Waiver of Sovereign Immunity. Nothing in this Agreement is intended to, nor
will it be construed to, waive any rights, immunities, limitations, or protections available
to the City under section 768.28, Florida Statutes, the City of Miami Charter, or applicable
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law. No provision of this Agreement will be construed as a waiver of sovereign immunity,
as creating any rights in third parties, or as requiring the City to indemnify, defend, or hold
harmless the Donor or any other person or entity.
16.4. Not Limited by Insurance. The Donor's obligations under this Section 16 are
independent of, and will not be limited by, the insurance required under this Agreement or
by any limitation on the amount or type of damages, compensation, or benefits payable by
or for the Donor or any Contractors under workers' compensation acts, disability benefit
acts, or other employee benefit acts.
16.5. Survival. The provisions of this Section 16 survive Acceptance and expiration or
earlier termination of this Agreement.
17. COMPLIANCE REQUIREMENTS
17.1. Compliance With Law and City Requirements. The Donor will comply, and will
cause its Contractors to comply, with all applicable federal, state, and local laws,
ordinances, rules, regulations, and orders in connection with the design, permitting,
construction, delivery, Acceptance, maintenance, repair, replacement, restoration, and
Programming of the Improvements, and all access to and use of the Park and
Improvements. The Donor will also comply with all applicable City policies, Park rules,
and reasonable written operational requirements communicated by the City for protection
of the public, the Park, and City property.
17.2. Nondiscrimination; Equal Opportunity; Accessibility. The Donor will not
discriminate in the performance of this Agreement or in the provision of Programming on
the basis of race, color, national origin, religion, sex, pregnancy, age, disability, marital
status, familial status, sexual orientation, gender identity or expression, veteran status, or
any other status protected by applicable law. The Donor will comply with all applicable
federal, state, and local nondiscrimination and equal opportunity requirements. The Donor
will conduct Programming in a manner that is consistent with applicable accessibility
requirements, including the Americans with Disabilities Act and implementing
regulations, and will provide reasonable accommodations as required by law. Nothing in
this Agreement is intended to limit the City's governmental authority to enforce
accessibility, nondiscrimination, and civil rights requirements.
17.3. Ethics; Conflicts of Interest; Prohibited Acts. The Donor will comply with all
applicable ethics and conflicts of interest requirements, including Chapter 112, Florida
Statutes, and applicable City ordinances and policies. The Donor represents that it has no
conflict of interest that would impair its performance under this Agreement and will
promptly disclose to the City in writing any actual, apparent, or potential conflict of
interest that arises during the Term. The Donor will not offer, provide, solicit, or accept
any gift, gratuity, kickback, or other thing of value for the purpose of influencing any City
decision or action related to this Agreement.
Pursuant to the City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, Donor hereby certifies to the City that no individual member of
Contractor, no employee, and no subcontractor under this Agreement nor any immediate
family member of any of the same is also city employee or a member of any board,
commission, or agency of the City. Donor hereby represents and warrants to the City that
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throughout the term of this Agreement, Donor, its employees, and its subcontractors will
abide by this prohibition of the City Code.
Donor additionally agrees during the term of this Agreement not to serve as a paid expert
witness, affiant or otherwise furnish evidence adverse to the City in a claim brought
against the City by any third party.
17.4. Contingent Fees and Gratuities. The Donor represents and warrants that it has not
employed or retained any company or person, other than a bona fide employee working
solely for the Donor, to solicit or secure this Agreement upon an agreement for a
commission, percentage, brokerage, contingent fee, or other arrangement that is
contingent upon the making of this Agreement. The Donor further represents and warrants
that it has not paid, given, or offered to pay or give any person any gratuity or thing of
value, directly or indirectly, in connection with the making of this Agreement. A breach of
this Section is a material breach of this Agreement.
17.5. E-Verify. By entering into this Agreement, the Donor and its Contractors are jointly
and severally obligated to comply with the provisions of Section 448.095, Florida Statutes,
as amended, titled "Employment Eligibility." The Donor affirms that (a) it has registered
and uses the U.S. Department of Homeland Security's E-Verify system to verify the work
authorization status of all new employees of the Donor; (b) it has required all
subcontractors to this Agreement to register and use the E-Verify system to verify the work
authorization status of all new employees of the Contractor(s); (c) it has an affidavit from
all subcontractors to this Agreement attesting that the subconsultant does not employ,
contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of
any such affidavits for the duration of the Agreement. Registration information is
available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Donor has
knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this
Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of
such termination, the Donor agrees and acknowledges that it may not be awarded a public
contract for at least one (1) year from the date of such termination and that Donor shall be
liable for any additional costs incurred by the City because of such termination. In
addition, if City has a good faith belief that a subcontractor has knowingly violated any
provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Donor has otherwise
complied with its requirements under those statutes, then Donor agrees that it shall
terminate its contract with the subcontractor upon receipt of notice from the City of such
violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes.
Any challenge to termination under this provision must be filed in the Circuit or County
Court by the City, Donor, or Contractor no later than twenty (20) calendar days after the
date of Agreement termination.
17.6. Background Screening for Programs Involving Minors or Vulnerable Populations.
If Programming involves minors or other vulnerable populations, or if any work or
services are performed under this Agreement on City property or in areas within close
proximity to a school, park, or any non -instructional facility occupied by children
(including the Park), then, prior to any services being rendered and prior to any access to
the Park for such purposes, the Donor will ensure that the Donor and all Donor personnel
and volunteers who provide or may provide services or Programming under this
Agreement, and any Contractors' personnel or volunteers who provide or may provide
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services or Programming under this Agreement, complete criminal history checks and all
background screening requirements required by the City and applicable law, including
Level 2 background screening requirements as outlined in section 435.04, Florida Statutes,
as amended from time to time. The Donor will bear any and all costs associated with
acquiring the required background screening, including fingerprinting and obtaining any
required photo identification badge. The Donor will require all involved personnel, as a
condition of assignment to work under this Agreement, to sign a statement agreeing to
comply with the background screening requirements described herein and agreeing to
notify the Donor of any arrest(s) or conviction(s) of any offense within forty-eight (48)
hours of occurrence. The Donor will provide the City a current list of all individuals who
have completed the required background screening and who meet the applicable statutory
and City requirements, and the Donor will have an ongoing duty to maintain and update
such list as personnel changes occur. Upon City review of resulting reports, or if the City
otherwise determines, in the City's reasonable discretion, that an individual does not meet
applicable screening requirements or presents a safety risk, the City may require, and the
Donor will immediately remove, replace, and/or reassign such individual from any access
to or work at the Park and from any duties under this Agreement, at no cost to the City.
The Donor will notify the City immediately upon becoming aware that any previously
screened individual is subsequently arrested or convicted of any disqualifying offense and,
in any event, not later than five (5) business days after the occurrence of a qualifying arrest
or conviction. Failure to timely provide required screening, maintain required lists, remove
individuals as directed by the City, or provide the required arrest/conviction notice
constitutes a material breach and grounds for termination for cause, in addition to any
other rights or remedies available to the City. The City reserves the right, in its sole
discretion, to request updated background screening reports at any time and as the City
deems necessary.
17.7. Anti -Human Trafficking. The Donor represents and warrants that neither the Donor
nor any of its Contractors will engage in, facilitate, support, or permit human trafficking
or trafficking -related activities in connection with this Agreement. The Donor will comply
with all applicable federal and state laws relating to the prohibition of human trafficking
and forced labor. The Donor will execute and deliver the Anti -Human Trafficking
Affidavit attached as Exhibit H, and such affidavit is incorporated into this Agreement by
reference. A breach of this Section is a material breach of this Agreement and grounds for
termination and any other remedies available to the City.
17.8. Flow -Down. The Donor will include requirements materially consistent with this
Section 17 in its agreements with Contractors to the extent applicable to their scope of
work and will be responsible for ensuring compliance by Contractors.
18. PUBLIC RECORDS
18.1. Public Records Compliance. Donor understands that the public shall have access,
at all reasonable times, to all documents and information pertaining to City agreements,
subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by
the City and the public to all documents subject to disclosure under applicable laws.
Donor's failure or refusal to comply with the provisions of this section shall result in the
immediate cancellation of this Agreement by the City.
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18.2. Donor shall additionally comply with Section 119.0701, Florida Statutes, including
without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the City to perform this service; (2) if required, provide the public
with access to public records on the same terms and conditions as the City would at the
cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure
that public records that are exempt or confidential and exempt from disclosure are not
disclosed except as authorized by law; (4) meet all requirements for retaining public
records and transfer, at no cost, to the City all public records in its possession upon
termination of this Agreement and destroy any duplicate public records that are exempt or
confidential and exempt from disclosure requirements; and, (5) provide all electronically
stored public records that must be provided to the City in a format compatible with the
City's information technology systems. Notwithstanding the foregoing, Donor shall be
permitted to retain any public records that make up part of its work product solely as
required for archival purposes, as required by law, or to evidence compliance with the
terms of the Agreement.
18.3. SHOULD DONOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS
PROVISION REQUIRED BY FLORIDA STATUTES, THEN DONOR SHALL DO
SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF DONOR HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO DONOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR
REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444
SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. DONOR MAY ALSO
CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI
DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT.
19. AUDIT AND INSPECTOR GENERAL RIGHTS
19.1. Records and Documentation. The Donor will keep complete and accurate books,
records, accounts, documents, correspondence, and other data, in any form (paper,
electronic, or otherwise), that relate to or evidence the Donor's performance under this
Agreement, including the design, permitting, construction, delivery, Acceptance,
maintenance, repair, replacement, restoration, and Programming of the Improvements, and
any fees, sponsorships, donations, fundraising, or other activities approved under this
Agreement (collectively, "Records").
19.2. Retention. The Donor will retain the Records for a period of not less than five (5)
years after expiration or earlier termination of this Agreement, or longer if required by
applicable law, if any audit or review is in progress, or if required to satisfy any public
records retention requirements applicable under this Agreement. If an audit, investigation,
litigation, or public records request is pending or reasonably anticipated, the Donor will
preserve the Records until the matter is fully resolved and any applicable retention period
has expired, whichever is later.
19.3. Audit and Inspection Rights. The City, the City's authorized representatives, and
the City's Office of Inspector General (and their respective designees) have the right, upon
reasonable notice when practicable, to audit, inspect, review, monitor, copy, and obtain
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extracts of the Records, and to inspect the Improvements and related work, for purposes
of verifying compliance with this Agreement, assessing the condition and maintenance of
the Improvements, evaluating Programming performance, and investigating allegations of
waste, fraud, abuse, misconduct, or noncompliance. Such access includes the right to
conduct on -site inspections at the Park and to review Records at the Donor's offices or
other locations where Records are maintained, during normal business hours, and at the
Park during Programming Hours and at other reasonable times as needed for operational
or safety purposes.
19.4. Cooperation; Access to Personnel and Contractors. The Donor will cooperate fully
with any audit, inspection, review, monitoring, or investigation and will provide timely
access to knowledgeable personnel, including Donor employees, volunteers, and
Contractors, for interviews or inquiries reasonably related to this Agreement. The Donor
will cause its Contractors, to the extent applicable to their scope, to cooperate and provide
access to contractor records and personnel as reasonably required to support the City's
exercise of its rights under this Section 19.
19.5. Format; Electronic Systems. The Donor will provide Records in the format
requested by the City if reasonably available, including native electronic format when
applicable, and will not use encryption, access restrictions, or proprietary systems in a
manner that prevents the City from obtaining and reviewing Records. If Records are
maintained in a third -party system, the Donor will ensure the City can access and retrieve
the Records without additional cost to the City.
19.6. Costs of Compliance. The Donor will bear its own costs of compliance with this
Section 19. If the City or the City's Office of Inspector General determines that the Donor
has materially failed to maintain required Records, failed to provide timely access, or
otherwise materially impeded an audit, inspection, review, monitoring, or investigation,
the Donor will reimburse the City for the City's reasonable out-of-pocket costs incurred
to obtain the Records or to cure the Donor's noncompliance, within thirty (30) days after
receipt of an invoice.
19.7. No Limitation; Remedies. The rights set forth in this Section 19 are in addition to,
and not in limitation of, any other rights of the City under this Agreement, at law, or in
equity. The Donor's failure to comply with this Section 19 constitutes a material breach
of this Agreement.
19.8. Survival. The provisions of this Section 19 survive expiration or earlier termination
of this Agreement for the duration of the applicable retention period and for so long as any
audit, inspection, review, monitoring, investigation, litigation, or public records request
relating to this Agreement remains pending.
20. DEFAULT; REMEDIES; TERMINATION
20.1. Default by Donor. Each of the following constitutes a default by the Donor
("Default"): (a) the Donor's failure to perform any material obligation under this
Agreement, including failure to maintain, repair, replace, or restore the Improvements as
required, or failure to substantially perform the Programming obligations approved by the
City; (b) failure to maintain required insurance or to provide evidence of insurance when
required; (c) failure to comply with applicable laws, Park rules, or City requirements in a
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manner that materially affects public safety, Park operations, or the City's interests; (d)
failure to keep the Park and Improvements free of liens or other encumbrances, or failure
to timely discharge any lien or claim of lien as required; (e) unauthorized assignment,
transfer, or sublicensing of the Programming License or any rights under this Agreement;
(f) material misrepresentation to the City in connection with this Agreement; (g)
abandonment of the work prior to Acceptance or abandonment of maintenance or
Programming obligations after Acceptance; (h) insolvency, the filing of a bankruptcy or
similar proceeding by or against the Donor (to the extent not stayed or dismissed within a
reasonable time), or an assignment for the benefit of creditors; or (i) failure to comply with
the payment and performance bond requirements set forth in this Agreement.
20.2. Notice and Cure. Except for Defaults that the City determines require immediate
action to protect public safety, prevent damage to City property, or preserve governmental
operations, the City will provide written notice describing the Default in reasonable detail.
The Donor will commence cure within ten (10) days after receipt of the notice and will
diligently complete cure within thirty (30) days after receipt of the notice, unless a shorter
cure period is specified in the notice due to safety or operational needs, or unless the City
approves a longer cure period in writing based on the nature of the Default and a written
cure plan acceptable to the City. For Defaults requiring immediate action, the City may
require cure within the timeframe specified by the City, including immediate suspension
of the affected activity. The City's provision of notice or an opportunity to cure does not
waive any City rights or remedies.
20.3. City Remedies; Cumulative Rights. Upon a Default, or if the City reasonably
determines that an emergency or unsafe condition exists affecting the Park, the
Improvements, or the public, the City may exercise any one or more remedies available at
law, in equity, or under this Agreement, and such remedies are cumulative and not
exclusive. Without limiting the foregoing, the City may (a) suspend or restrict
Programming or access to the Park or Improvements, in whole or in part; (b) require the
Donor to remove from the Park any person whose conduct the City reasonably determines
creates a safety risk or violates Park rules or this Agreement; (c) withhold or condition any
approval, schedule, or consent requested by the Donor; (d) perform or cause to be
performed corrective work, maintenance, repair, replacement, restoration, or other actions
the City deems necessary to protect public safety, Park operations, or City property, and
require reimbursement from the Donor as provided herein; (e) pursue injunctive relief;
and (f) terminate this Agreement as provided below.
20.4. Reimbursement. If the Donor fails to timely perform required corrective action,
maintenance, repair, replacement, restoration, or other required work, or if an emergency
exists affecting public safety, Park operations, or City property, the City may, but is not
obligated to, perform or cause to be performed such work as the City deems necessary.
The Donor will reimburse the City for all reasonable costs incurred by the City in
connection with such corrective work within thirty (30) days after receipt of an invoice
from the City. The City's action does not assume any Donor obligation or liability and
does not relieve the Donor of responsibility for the underlying Default.
20.5. Termination for Cause. If the Donor fails to timely cure a Default in accordance
with the City's notice, or if the City determines that a Default is not curable or has created
a continuing risk to public safety or City property, the City may terminate this Agreement
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for cause upon written notice to the Donor, effective on the date specified in the notice,
which may be immediate. Termination for cause is in addition to all other remedies
available to the City.
20.6. Termination for Convenience. The City may terminate this Agreement for
convenience, in whole or in part, upon not less than thirty (30) days' prior written notice
to the Donor. The Donor acknowledges and agrees that the City's decision to terminate for
convenience is a discretionary governmental action and does not entitle the Donor to any
compensation, reimbursement, or damages.
20.7. Donor Termination for City Default. The Donor may terminate this Agreement only
if the City materially breaches a material obligation expressly required to be performed by
the City under this Agreement, the Donor provides the City written notice describing the
alleged breach in reasonable detail, and the City fails to cure the breach within sixty (60)
days after receipt of such notice. The Donor's sole remedy upon any such termination is
cessation of its obligations going forward; the Donor is not entitled to damages, lost
profits, consequential damages, or any other monetary relief from the City.
20.8. Effect of Expiration or Termination; Wind -Down and Turnover. Upon expiration or
termination of this Agreement for any reason, the Programming License immediately
terminates, and the Donor will immediately cease all Programming and other non -
maintenance activities at the Park. The Donor will promptly (a) return all City -issued keys,
access cards, and access devices; (b) remove Donor personal property and any approved
temporary signage or materials, and restore affected areas to a clean and safe condition,
ordinary wear and tear excepted; (c) provide the City copies of all Records and
Deliverables reasonably necessary for the City's continued safe operation and
maintenance of the Improvements, including the then -current maintenance log and any
open warranty or service items; and (d) cooperate in good faith with a transition plan
reasonably requested by the City to minimize disruption to public use and to protect the
Improvements and City property. If termination occurs prior to Acceptance, the Donor will
secure the site, remove debris, and restore disturbed areas of the Park to a safe condition
reasonably acceptable to the City, and will comply with any reasonable City direction
necessary to protect public safety and City property.
20.9. No Compensation; No City Liability. Except as expressly stated in this Agreement,
the Donor is not entitled to any compensation, reimbursement, offset, or damages from
the City as a result of expiration, termination, suspension, restriction, or modification of
access, scheduling, or Programming under this Agreement. The City will not be liable for
any Donor commitments to third parties, including Contractors, participants, sponsors, or
vendors.
20.10. Survival. Expiration or termination does not relieve either Party of obligations that
by their nature should survive, including obligations relating to indemnification, public
records, audit and inspection rights, reimbursement obligations, and any warranties, lien
discharge obligations, or restoration obligations that accrued prior to expiration or
termination.
21. RISK MANAGEMENT FOR EVENTS; FORCE MAJEURE; TEMPORARY
CLOSURES
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21.1. Event Classification; City Approval Required. The Donor will not conduct or
permit any special event, tournament, activation, exhibition, or other activity that is
outside the ordinary course of the Programming Plan approved in Exhibit C (each, an
"Event") unless the Donor has obtained the City's prior written approval. The City's
approval may be conditioned on reasonable requirements related to public safety, crowd
management, traffic and parking, staffing, security, insurance, permitting, and protection
of the Park and Improvements. The Donor acknowledges that Events may require
additional City permits or approvals, and the Donor is solely responsible for obtaining and
maintaining all such permits and approvals at no cost to the City.
21.2. Event Operations; Public Safety Plan. For any Event approved by the City, the
Donor will prepare and submit to the City, within the timeframe required by the City, an
Event operations plan reasonably acceptable to the City. At a minimum, the Event
operations plan will address (a) Event schedule and anticipated attendance, (b) staffing
and supervision, (c) crowd control and queuing, (d) security arrangements, (e) emergency
procedures and communications, (f) first aid and medical response arrangements, (g)
protection of the Improvements and City property, (h) noise control, (i) sanitation and
waste management, and (j) traffic, loading, and parking logistics, if applicable. The Donor
will implement the Event operations plan as approved by the City and will comply with
all lawful directions of City personnel, law enforcement, and emergency responders.
21.3. Security and Law Enforcement. The Donor is solely responsible for providing, at
its sole cost, any security personnel, off -duty law enforcement, barriers, and related
security measures required by the City as a condition of approving an Event or a specific
Programming activity. Nothing in this Agreement obligates the City to provide security,
police, or emergency services for the Donor's activities.
21.4. Force Majeure. Neither Party is liable for a failure or delay in performance under
this Agreement to the extent caused by a Force Majeure Event; provided, however, that
(a) the affected Party will promptly notify the other Party in writing of the Force Majeure
Event and the expected duration and impact, (b) the affected Party will use commercially
reasonable efforts to mitigate the effects of the Force Majeure Event and resume
performance as soon as practicable, and (c) the Donor's obligations to protect public
safety, secure the site, and prevent damage to City property are not excused and must be
performed to the extent practicable under the circumstances. If a Force Majeure Event
continues for more than fourteen (14) consecutive days and materially impairs
performance of this Agreement, the City may, in its sole discretion, terminate this
Agreement upon written notice to the Donor without penalty, fee, or further obligation.
21.5. Temporary Closures; City Authority. The City may temporarily close or restrict
access to all or any portion of the Park or Improvements, and may suspend or modify
Programming Hours, as reasonably necessary for public safety, emergencies, inclement
weather, casualty response, maintenance or repairs (including major repairs and end -of -
life replacement), City Reserved Use, or other Park operational needs. The City will
provide notice when practicable. The Donor will comply immediately with any closure or
restriction and will cooperate in good faith with rescheduling or modifications requested
by the City. Temporary closures or restrictions under this Section do not relieve the Donor
of its maintenance, repair, replacement, or restoration obligations except to the extent
Page 29 of 45
performance is rendered impossible by the closure or by the conditions necessitating the
closure.
21.6. Donor -Initiated Closures. The Donor may temporarily close all or part of the
Improvements only when necessary to address a hazardous or unsafe condition, to perform
required maintenance or repairs, or as otherwise approved by the City. The Donor will
notify the City as soon as practicable of any Donor -initiated closure, will post adequate
signage and barriers as reasonably necessary to protect public safety, and will diligently
pursue corrective action to reopen the affected area as soon as practicable. The Donor will
not reopen any closed portion for public use until the condition has been corrected and the
City has been notified that the condition has been corrected.
21.7. No Waiver; Remedies Preserved. The City's approval of any Event, operations plan,
schedule adjustment, or temporary closure does not waive or limit any City rights or
remedies under this Agreement, and the Donor remains solely responsible for compliance
with this Agreement and for the safety of its operations and Programming.
22. INTELLECTUAL PROPERTY AND MEDIA
22.1. City Name, Seal, and Marks. The Donor will not use, and will not authorize any
third party to use, the City's name, seal, logos, trademarks, service marks, or other City
identifiers (collectively, "City Marks") in any advertising, marketing, press release, social
media, fundraising, sponsorship activation, signage, or other public communication
without the City's prior written approval in each instance. Any approved use of City Marks
must be in the form, manner, and context approved by the City, must include any
disclaimer required by the City, and may be withdrawn by the City at any time in the City's
sole discretion.
22.2. No Implied Endorsement. The Donor will not state or imply, and will ensure that
its Contractors, sponsors, partners, and program participants do not state or imply, that the
City endorses the Donor, any sponsor, any product, any service, or any message. Any
approved materials referencing the City must be factual and must not create confusion
regarding City sponsorship or endorsement.
22.3. Media; Photography and Video. The Donor may capture photographs, audio, and
video at the Park solely in connection with Programming and related community outreach,
provided that (a) such activity does not unreasonably interfere with Park operations or
general public use, (b) the Donor complies with Park rules and all applicable laws, and (c)
any use of City Marks is subject to Section 22.1. The City may require the Donor to
coordinate media activities in advance for Events or other high -attendance activities.
22.4. Participant Releases; Minors. The Donor is solely responsible for obtaining and
maintaining all releases, consents, and permissions required by applicable law for
recording and use of participant likenesses, names, voices, and other personal attributes,
including parental or guardian consents for minors, and for maintaining documentation
evidencing such releases. Upon the City's request, the Donor will provide written
certification that appropriate releases have been obtained for specified Programming or
Events; provided that the Donor will not be required to disclose exempt or confidential
information in violation of applicable law.
Page 30 of 45
22.5. City Media Rights. The City retains the right to photograph, record, and document
the Park, the Improvements, and activities conducted at the Park, including Programming,
for governmental purposes, including public information, reporting, oversight, and
archival purposes. Nothing in this Agreement limits the City's rights to use such materials,
subject to applicable law.
22.6. Intellectual Property in Donor Materials. Except as expressly provided in this
Agreement, the Donor retains ownership of any pre-existing intellectual property that it
owns and brings to the Programming ("Donor IP"). To the extent the Donor provides the
City with any written materials, templates, curricula, program guides, reports, or other
content developed by the Donor for Programming (collectively, "Program Materials"), the
Donor grants the City a perpetual, non-exclusive, royalty -free license to use, reproduce,
display, distribute, and internally adapt such Program Materials for the City's
governmental purposes, including for public reporting, community programming
continuity, and oversight, subject to applicable law.
22.7. Third -Party Intellectual Property. The Donor represents and warrants that the
Donor's Programming, Program Materials, and any Donor -provided content, signage,
branding, or materials used in connection with this Agreement will not infringe or
misappropriate any third -party intellectual property rights. The Donor will be solely
responsible for obtaining any third -party permissions or licenses required for music,
images, video, trademarks, or other protected content used by the Donor in connection
with Programming or Events.
23. MISCELLANEOUS
23.1. Independent Contractor. The Donor is and will remain an independent contractor
and is not an agent, partner, joint venturer, or employee of the City. No provision of this
Agreement will be construed as authorizing the Donor to make any representation or
commitment on behalf of the City, or to incur any obligation on behalf of the City.
23.2. Assignment Subcontracting. The Donor will not assign, transfer, pledge,
encumber, or otherwise convey this Agreement or any rights or obligations hereunder, in
whole or in part, without the City's prior written consent, which may be granted or
withheld in the City's sole discretion. Any attempted assignment or transfer without such
consent is void and constitutes a material breach. The Donor may engage Contractors as
permitted by this Agreement, but the Donor remains fully responsible for the acts and
omissions of its Contractors and for compliance with this Agreement. No subcontract or
other agreement with a third party relieves the Donor of any obligation under this
Agreement.
23.3. Notices. All notices required or permitted under this Agreement must be in writing
and will be deemed given when (a) delivered personally, (b) delivered by nationally
recognized overnight courier, (c) sent by certified mail, return receipt requested, postage
prepaid, or (d) sent by email with confirmation of transmission, in each case to the
addresses set forth below (or to such other address as a Party may designate by notice in
accordance with this Section):
23.4. Governing Law; Venue. This Agreement is governed by and construed in
accordance with the laws of the State of Florida, without regard to conflict of laws
Page 31 of 45
principles. Exclusive venue for any action arising out of or relating to this Agreement is
in the state courts in and for Miami -Dade County, Florida, or, if federal jurisdiction exists,
in the United States District Court for the Southern District of Florida, Miami Division.
23.5. Severability. If any provision of this Agreement is held invalid, illegal, or
unenforceable, the remaining provisions will remain in full force and effect, and the Parties
will negotiate in good faith to replace the invalid, illegal, or unenforceable provision with
a valid, legal, and enforceable provision that most closely reflects the Parties' original
intent.
23.6. Waiver. No waiver of any breach of any provision of this Agreement will be deemed
a waiver of any preceding or subsequent breach. No waiver is effective unless in writing
and signed by the waiving Party. The City's failure to enforce any provision of this
Agreement at any time does not constitute a waiver of the City's right to enforce that
provision or any other provision.
23.7. Entire Agreement; Amendments. This Agreement, together with all Exhibits,
constitutes the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous negotiations, understandings, and
agreements, whether written or oral. This Agreement may be amended only by a written
instrument executed by both Parties, and, if required by law or City policy, approved by
the City Commission.
23.8. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties
and does not create any rights, benefits, or remedies in favor of any third party, including
any sponsor, participant, Contractor, or member of the public; provided, however, that the
City's Indemnitees are intended third -party beneficiaries of the Donor's indemnification
obligations.
23.9. Authority; Execution. Each Party represents and warrants that it has full right,
power, and authority to enter into and perform this Agreement. The person signing this
Agreement on behalf of each Party represents and warrants that he or she is duly
authorized to bind the Party.
23.10. Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts, each of which is deemed an original, and all of which together constitute one
and the same instrument. Signatures transmitted by PDF or other electronic means are
deemed original for all purposes.
23.11. Construction; Headings. Section headings are for convenience only and do not
affect interpretation. This Agreement will be construed as if jointly drafted by the Parties
and no presumption or burden of proof arises favoring or disfavoring any Party by virtue
of authorship.
SIGNATURE PAGE FOLLOWS
Page 32 of 45
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
DONOR
ATTEST:
BY: BY:
NAME: NAME:
TITLE: TITLE:
ATTEST:
BY:
Todd B. Hannon
City Clerk
Insert Corporate Seal
(if applicable)
THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
BY:
James Reyes
City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
BY: BY:
George K. Wysong III David Ruiz
City Attorney Interim Director of Risk Management
Page 33 of 45
EXHIBIT A
DESCRIPTION AND SPECIFICATIONS OF IMPROVEMENTS
DESCRIPTION AND SPECIFICATIONS OF IMPROVEMENTS
Level and Grade to city and county specifications an approximate 10,000 square foot
portion of Henry Reeves Park (as proposed in conceptual drawing below)
Install artificial turf, soccer rebound wall system, goals and upper netting system creating
two enclosed soccer small soccer fields.
Design plans and run power to container and field lights for purposes of lighting the field at
night and for power container.
Prepare base concrete pad and installation of 40' modified shipping container to be used
as a clubhouse for community gathering.
NEN/ LOCATION FOR -FREE
TNAT IS REMOVED AND
TRANSPLANTED
OPROJECT OVERVIEW PLAN
SOCCER PITCH
UNDER TFIE PERMIT
NW 10TH STREET
COMMIT/ FACILITY CONTAINER
UNDER THE PERMIT 13026003904001
NW 9TH STREET
N
0' 15 30'
Page 34 of 45
EXHIBIT B
MAINTENANCE STANDARDS AND SCHEDULE
MAINTENANCE STANDARDS AND SCHEDULE
SSUSA will maintain the facility in accordance with the following standards:
• All playing surfaces shall be kept clean, free of debris, and safe for play.
• Goals, nets, fencing, gates, lighting, and ancillary equipment shall be kept in good
working order.
• Any damage presenting a safety hazard will be addressed within 48 hours of
identification or notification.
• Graffiti or vandalism will be remediated promptly, generally within 72 hours.
• The facility will be kept free of litter and maintained with a clean, welcoming
appearance.
• All repairs will meet or exceed applicable local safety and building standards.
1. Inspection and Maintenance Schedule
The following schedule outlines SSUSA's routine maintenance activities. Records of
inspections and work performed will be kept on file and made available to the City upon
request.
Frequency
Task
■ Responsible Party
Weekly
Visual inspection of all field surfaces, goals, and nets
SSUSA
Weekly
Remove debris, litter, and foreign objects from playing Maintenance Staff
surfaces
Weekly
Inspect fencing, gates, and perimeter for damage or SSUSA
hazards
Weekly
Check lighting fixtures and report outages SSUSA
Monthly
Inspect and tighten goal hardware and anchoring SSUSA
Monthly
Review and replenish any signage or safety markings SSUSA
Quarterly Comprehensive structural inspection of all equipment SSUSA Staff /
Contractor
Page 35 of 45
Annually Clean and treat turf or court surface as needed
As Needed
Address any reported damage or safety hazard within 48
hours
2. Reporting and City Coordination
Quarterly Deep clean of facility including benches, walls, and Maintenance Staff
surrounds
SSUSA
Maintenance Staff
SSUSA will provide the City with a brief written inspection report on a semi-annual basis
confirming the condition of the facility and any maintenance actions taken. SSUSA will
notify the City promptly of any significant damage, safety concern, or capital repair need
that arises.
The City may conduct its own inspections at any time. SSUSA welcomes collaboration with
the City to ensure the facility continues to serve the community at the highest level.
Page 36 of 45
EXHIBIT C
PROGRAMMING PLAN AND USE SCHEDULE
Programming Plan and Use Schedule
1. Overview
Street Soccer USA (SSUSA) will operate the Miami Street Soccer Park as a free, community -
centered facility. The park is designed to serve youth, families, and residents of all ages
through structured programming, organized events, and open public access. SSUSA's
approach balances scheduled activities with broad, unrestricted access — ensuring the
field is a resource for the entire community, not just program participants.
2. Structured Programming
SSUSA will offer regularly scheduled programming at the park, including the following:
Afterschool Programming (Weekdays)
SSUSA's primary programming window is Monday through Friday, approximately 3:00 PM to
7:00 PM. During these hours, SSUSA staff will lead structured soccer activities, skills
development, and youth programming. This programming will be offered in collaboration
with the City of Miami and its existing recreation programs, and will be designed to
complement — not compete with — other City -sponsored activities.
Weekend Game Days & Community Events
On weekends, SSUSA will periodically organize game days, tournaments, and community
events open to all residents. These events are intended to activate the space, build
community, and celebrate the sport. SSUSA will coordinate with the City on the scheduling
of larger events to ensure alignment with other park programming and City priorities.
3. Public Access Policy
The Miami Street Soccer Park is a public facility. Outside of scheduled SSUSA programming
and organized events, the field will be open and freely accessible to the public. The
following principles govern public access:
• The field will not be rented out or reserved for a fee by any private individual or
organization.
• No admission, registration, or payment will ever be required for general public use of
the field.
Page 37 of 45
• SSUSA programming participants are not given exclusive priority over public users
outside of designated programming hours.
• he City retains the right to use the facility for its own recreation programs, subject to
reasonable coordination with SSUSA.
4. Typical Weekly Use Schedule
The following table reflects a general, representative use schedule. Actual programming
times may vary by season and will be communicated to the City in advance of any
significant changes.
Day
Hours
Activity
Led By
Monday —Friday 3:00 PM — 7:00 PM SSUSA Afterschool Programming SSUSA Staff
Monday— Friday 7:00 AM — 3:00 PM Open Public Use
Unstructured / Self -
directed
Monday — Friday 7:00 PM — Close Open Public Use
Unstructured / Self -
directed
Saturday
Morning /
Afternoon
Game Days & Community Events SSUSA Staff / City
Partners
Saturday
Remaining Hours Open Public Use
Unstructured / Self -
directed
Sunday
All Day Open Public Use / Occasional
Events
SSUSA Staff / City
Partners
Note: Hours outside of SSUSA programming are open public use unless an event has been scheduled and communicated
to the City.
5. Coordination with the City
SSUSA will maintain open communication with the City of Miami regarding the
programming calendar. SSUSA will provide the City with advance notice of any special
events, tournaments, or changes to the regular programming schedule. SSUSA welcomes
City input and collaboration to ensure the park serves the broadest possible cross-section
of the Miami community.
Page 38 of 45
EXHIBIT D
INSURANCE REQUIREMENTS
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami, elected officials and employees listed as additional insured
Contingent & Contractual Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
Endorsements Required
Page 39 of 45
City of Miami, elected officials and employees listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Company Employees Only -
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
V. Network Security and Privacy Injury (Cyber Liability)
Each Claim
Policy Aggregate
Retro Date Included
VI. Umbrella Liability
$1,000,000
$1,000,000
Each Occurrence $1,000,000Policy Aggregate
$1,000,000
Page 40 of 45
City of Miami, elected officials and employees listed as additional insured. Coverage is excess
over all applicable liability policies contained herein. The above policies shall provide the City
of Miami with written notice of cancellation or material change from the insurer in
accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
Page 41 of 45
EXHIBIT E
CITY RESOLUTION
To be attached
Page 42 of 45
EXHIBIT F
COMPANY RESOLUTION
WHEREAS, ("Company") desires to enter into an agreement
Company's Legal Name
with the City of Miami substantially in the form of the agreement to which this Resolution is attached (the
"Agreement"); and
WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body") at a
duly held meeting has considered the matter in accordance with the company's by-laws;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company
intends to enter into the Agreement with the City of Miami and be bound by its terns and the
("Authorized Person") as of the
Name of Authorized Person Title of Authorized Person
Company is hereby authorized and directed to execute the Agreement in the name of this Company and to
execute any other documents and perform any acts in connection therewith as may be required to
accomplish its purpose.
BY:
IN WITNESS WHEREOF, this day of 20
Day
Witness Signature
Witness Name
BY:
Month Year
Chairperson of Governing Body or
Authorized Officer
Affix Corporate Seal if applicable
Page 43 of 45
EXHIBIT G
DONOR'S CERTIFICATES OF INSURANCE
To be attached
Page 44 of 45
EXHIBIT H
ANTI -HUMAN TRAFFICKING
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business
in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City
entity which constitutes a governmental entity as defined in Section 287.138(1),
Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as
defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual:
Name:
Signature:
Office Address:
Title:
Email Address: Main Phone Number:
Page 45 of 45